Business CCA Document

Business CCA Document

This Cost Contribution Agreement ("Agreement") is made effective as of (the "Effective Date"), by and between the parties identified below.

Parties

WHEREAS

WHEREAS, Party A and Party B are engaged in business activities for which certain shared costs and expenses will be incurred in connection with the development, procurement, or operation of shared assets, services, or projects (the "Project"); and

WHEREAS, the parties desire to allocate and share the actual and reasonably allocated costs of the Project in accordance with the terms and procedures set forth in this Agreement to avoid duplication of payments and to promote efficient cost recovery; and

WHEREAS, the parties intend that cost contributions made hereunder will be accounted for consistently with applicable accounting principles and regulatory requirements and that the methodology for contribution and reimbursement is set forth below.

Scope of Work

The parties shall contribute to the Project as set out below. Contributions shall be limited to costs that are reasonable, properly documented, and directly attributable to the Project. The parties shall cooperate in good faith to define eligible cost categories, allocate shared resources, and apply the cost allocation methodology described herein.

Payment Terms

Contributions by each party shall be calculated and paid in accordance with the contribution schedule below. All amounts payable under this Agreement shall be paid in lawful currency of the United States unless otherwise agreed in writing.

Invoices shall be issued in accordance with the schedule above and shall include supporting documentation reasonably necessary to substantiate the amounts invoiced. Each party shall make payment within the number of days specified on the invoice but not to exceed thirty (30) days from invoice receipt unless otherwise agreed in writing.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing prior written notice to the other party. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment obligations for costs properly incurred.

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other party in connection with the Project. "Confidential Information" means non-public information disclosed in writing, electronically, or orally that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall: (a) maintain the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, advisors, or contractors who need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was lawfully known by the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Confidential Information. A receiving party may disclose Confidential Information to the extent compelled by law or regulation provided that, to the extent permitted, the receiving party provides prompt notice to the disclosing party and cooperates to seek protective measures.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in such jurisdiction for disputes arising under this Agreement.

Representations, Warranties and Indemnification

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct in connection with the Project.

Entire Agreement; Amendments

This Agreement, together with any appendices or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties.

Survival

Termination of this Agreement shall not affect those provisions that by their nature are intended to survive termination, including but not limited to confidentiality, indemnification, payment obligations accrued prior to termination, and governing law.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the address set forth for each party above or to such other address as a party may designate by notice hereunder. Notices shall be deemed delivered upon receipt.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed to have the same force and effect as original signatures.

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